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CITY OF AUBURN AGREEMENT
FOR PROFESSIONAL SERVICES
THIS AGREEMENT made and entered into on this 25th day of October, 2006, by and
between the City of Auburn, a municipal corporation of the State of Washington, hereinafter
referred to as "City" and Marcus Fellbaum, Dreamtime Graphics, hereinafter referred to as the
"Service Provider" for professional services.
WITNESSETH:
WHEREAS, the City produces a Parks, Arts & Recreation guide three times a year; and
WHEREAS, the Service Provider is qualified and able to provide the graphics services in
connection with the City's needs for the above-described work/project, and is willing and
agreeable to provide such services upon the terms and conditions herein contained.
NOW, THEREFORE, the parties hereto agree as follows:
1. Scope of Services.
The Service Provider agrees to perform in a good and professional manner the tasks
described on Exhibit "A" attached hereto and incorporated herein by this reference. (The
tasks described on Exhibit "A" shall be individually referred to as a "task," and
collectively referred to as the "services.") The Service Provider shall perform the
services as an independent contractor and shall not be deemed, by virtue of this
Agreement and the performance thereof, to have entered into any partnership, joint
venture, employment or other relationship with the City.
2. Additional Services.
From time to time hereafter, the parties hereto may agree to the performance by the
Service Provider of additional services with respect to related work or projects. Any such
agreement(s) shall be set forth in writing and shall be executed by the respective parties
prior to the Service Provider's performance of the services there under, except as maybe
provided to the contrary in Section 3 of this Agreement. Upon proper completion and
execution of an addendum (agreement for additional services), such addendum shall be
incorporated into this Agreement and shall have the same force and effect as if the terms
of such addendum were a part of this Agreement as originally executed. The
performance of services pursuant to an addendum shall. be subject to the terms and
conditions of this Agreement except where the addendum provides to the contrary, in
which case the terms and conditions of any such addendum shall control. In all other
respects, any addendum shall supplement and be construed in accordance with the terms
and conditions of this Agreement.
3. Performance of Additional Services Prior to Execution of an Addendum.
The parties hereby agree that situations may arise in which services other than those
described on Exhibit "A" are desired by the City and the time period for the completion
of such services makes the execution of addendum impractical prior to the
commencement of the Service Provider's performance of the requested services. The
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Service Provider hereby agrees that it shall perform such services upon the oral request of
an authorized representative of the City pending execution of an addendum, at a rate of
compensation to be agreed to in connection therewith. The invoice procedure for any
such additional services shall be as described in Section 7 of this Agreement.
4. Service Provider's Representations.
The Service Provider hereby represents and warrants that he has all necessary licenses
and certifications to perform the services provided for herein, and is qualified to perform
such services.
City's Responsibilities.
The City shall do the following in a timely manner so as not to delay the services of the
Service Provider:
a. Designate in writing a person to act as the City's representative with respect to the
services. The City's designee shall have complete authority to transmit
instructions, receive information, interpret and define the City's policies and
decisions with respect to the services.
b. Furnish the Service Provider with all information, criteria, objectives, schedules
and standards for the project and the services provided for herein.
c. Arrange for access to the property or facilities as required for the Service Provider
to perform the services provided for herein.
d. Examine and evaluate all studies, reports, memoranda, plans, sketches, and other
documents prepared by the Service Provider and render decisions regarding such
documents in a timely manner to prevent delay of the services.
6. Acceptable Standards.
The Service Provider shall be responsible to provide, in connection with the services
contemplated in this Agreement, work product and services of a quality and professional
standard acceptable to the City.
7. Compensation.
As compensation for the Service Provider's performance of the services provided for
herein, the City shall pay the Service Provider the fees and costs specified on Exhibit "B"
attached hereto and made a part hereof (or as specified in an addendum). The Service
Provider shall submit to the City an invoice or statement of time spent on tasks included
in the scope of work provided herein, and the City shall process the invoice or statement
in the next billing/claim cycle following receipt of the invoice or statement, and shall
remit payment to the Service Provider thereafter in the normal course, subject to any
conditions or provisions in this Agreement or addendum.
Time for Performance and Term of Agreement.
The Service Provider shall perform the services provided for herein in accordance with
the direction and scheduling provided on Exhibit "C" attached hereto and incorporated
herein by this reference, unless otherwise agreed to in writing by the parties. The Term
of this Agreement shall commence on the 25th day of October, 2006, and shall terminate
upon completion of the performance of the scope of work provided herein, according to
the schedule provided on Exhibit "C" attached hereto, unless otherwise agreed to in
writing by the parties.
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9. Ownership and Use of Documents.
All documents, reports, memoranda, diagrams, sketches, plans, surveys, design
calculations, working drawings and any other materials created or otherwise prepared by
the Service Provider as part of his performance of this Agreement (the "Work Products")
shall be owned by and become the property of the City, and may be used by the City for
any purpose beneficial to the City.
10. Records Inspection and Audit.
All compensation payments shall be subject to the adjustments for any amounts found
upon audit or otherwise to have been improperly invoiced, and all records and books of
accounts pertaining to any work performed under this Agreement shall be subject to
inspection and audit by the City for a period of up to three (3) years from the final
payment for work performed under this Agreement.
11. Continuation of Performance.
In the event that any dispute or conflict arises between the parties while this Contract is in
effect, the Service Provider agrees that, notwithstanding such dispute or conflict, the
Service Provider shall continue to make a good faith effort to cooperate and continue
work toward successful completion of assigned duties and responsibilities.
12. Administration of Agreement.
This Agreement shall be administered by Marcus Fellbaum, on behalf of the Service
Provider, and by the Mayor of the City, or designee, on behalf of the City. Any written
notices required by the terms of this Agreement shall be served on or mailed to the
following addresses:
City of Auburn
Auburn City Hall
25 West Main
Auburn, WA 98001-4998
(253) 931-3099
FAX (253) 288-3132
Service Provider
Marcus Fellbaum, Dreamtime Graphics
10429 SW Cove Rd.
Vashon, WA 98070
(206) 463-6616
Fellbaum@dreamtimegraphicdesign.com
13. Notices.
All notices or communications permitted or required to be given under this Agreement
shall be in writing and shall be deemed to have been duly given if delivered in person or
deposited in the United States mail, postage prepaid, for mailing by certified mail, return
receipt requested, and addressed, if to a party of this Agreement, to the address for the
party set forth above, or if to a person not a party to this Agreement, to the address
designated by a party to this Agreement in the foregoing manner.
Any party may change his, her or its address by giving notice in writing, stating his, her
or its new address, to any other party, all pursuant to the procedure set forth in this
section of the Agreement.
14. Indemnification.
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The Service Provider shall indemnify and hold harmless the City and its officers, agents
and employees, or any of them from any and all claims, actions, suits, liability, loss,
costs, expenses, and damages of any nature whatsoever, by any reason of or arising out of
the negligent act or omission of the Service Provider, its officers, agents, employees, or
any of them relating to or arising out of the performance of this Agreement. If a final
judgment is rendered against the City, its officers, agents, employees and/or any of them,
or jointly against the City and the Service Provider and their respective officers, agents
and employees, or any of them, the Service Provider shall satisfy the same to the extent
that such judgment was due to the Service Provider's negligent acts or omissions.
15. Assig ent.
Neither party to this Agreement shall assign any right or obligation hereunder in whole or
in part, without the prior written consent of the other party hereto. No assignment or
transfer of any interest under this Agreement shall be deemed to release the assignor from
any liability or obligation under this Agreement, or to cause any such liability or
obligation to be reduced to a secondary liability or obligation.
16. Amendment, Modification or Waiver.
No amendment, modification or waiver of any condition, provision or term of this
Agreement shall be valid or of any effect unless made in writing, signed by the party or
parties to be bound, or such party's or parties' duly authorized representative(s) and
specifying with particularity the nature and extent of such amendment, modification or
waiver. Any waiver by any party of any default of the other party shall not effect or
impair any right arising from any subsequent default.
Nothing herein shall limit the remedies or rights of the parties hereto under and pursuant
to this Agreement.
17. Termination and Suspension.
Either party may terminate this Agreement upon written notice to the other party if the
other party fails substantially to perform in accordance with the terms of this Agreement
through no fault of the party terminating the Agreement.
The City may terminate this Agreement upon not less than seven (7) days written notice
to the Service Provider if the services provided for herein are no longer needed from the
Service Provider.
If this Agreement is terminated through no fault of the Service Provider, the Service
Provider shall be compensated for services performed prior to termination in accordance
with the rate of compensation provided in Exhibit "B" hereof.
18. Parties in Interest.
This Agreement shall be binding upon, and the benefits and obligations provided for
herein shall inure to and bind, the parties hereto and their respective successors and
assigns, provided that this section shall not be deemed to permit any transfer or
assignment otherwise prohibited by this Agreement. This Agreement is for the exclusive
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benefit of the parties hereto and it does not create a contractual relationship with or exist
for the benefit of any third party, including contractors, sub-contractors and their sureties.
19. Costs to Prevailing Party
In the event of such litigation or other legal action, to enforce any rights, responsibilities
or obligations under this Agreement, the prevailing parties shall be entitled to receive its
reasonable costs and attorney's fees.
20. Applicable Law.
This Agreement and the rights of the parties hereunder shall be governed by the
interpreted in accordance with the laws of the State of Washington and venue for any
action hereunder shall be in of the county in Washington State in which the property or
project is located, and if not site specific, then in King County, Washington; provided,
however, that it is agreed and understood that any applicable statute of limitation shall
commence no later than the substantial completion by the Service Provider of the
services.
21. Captions, Headings and Titles.
All captions, headings or titles in the paragraphs or sections of this Agreement are
inserted for convenience of reference only and shall not constitute a part of this
Agreement or act as a limitation of the scope of the particular paragraph or sections to
which they apply. As used herein, where appropriate, the singular shall include the plural
and vice versa and masculine, feminine and neuter expressions shall be interchangeable.
Interpretation or construction of this Agreement shall not be affected by any
determination as to who is the drafter of this Agreement, this Agreement having been
drafted by mutual agreement of the parties.
22. Severable Provisions.
Each provision of this Agreement is intended to be severable. If any provision hereof is
illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect
the validity of the remainder of this Agreement.
23. Entire Agreement.
This Agreement contains the entire understanding of the parties hereto in respect to the
transactions contemplated hereby and supersedes all prior agreements and understandings
between the parties with respect to such subject matter.
24. Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be one
and the same Agreement and shall become effective when one or more counterparts have
been signed by each of the parties and delivered to the other party.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
effective the day and year first set forth above.
CIT
~. ~-
Peter B. Lewis, Mayor
SE ICE PROVER-~
Marcus Fellbaum
Dreamtime Graphics
City vendor #160560
Attest:
D 'elle Daskam, City Clerk
to
Daniel B. Heid, City Attorney
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EXHIBIT A
TASKS AND SERVICES
The Service Provider's primary role will be assist the Communications Division to produce the
Winter 2007, Spring/Summer 2007, and Fa112007 Auburn Parks, Arts & Recreation Guides and
prepare for the printer. These services shall include: design, layout, proof, photo scans and
placement, preparing for print, emailing a finished product (drafts or final) to the
Communication Division.
The Service Provider shall also perform administrative functions necessary for the completion of
the recreation guide. These services shall include: preparing an electronic pdf format, meeting
with staff, meeting with printers and travel to and from the printer.
Finished product (drafts or finals) shall be electronic format to the Communications Division in a
"designer proofed" status. General spelling corrections, format/wraps corrections, and all
information submitted shall be included in the proof prior to being sent to the City for proofing.
Hours to correct the "designer proofed" errors will not be billed to the City.
The following steps shall take place after the City, the Service Provider and the Printer have
agreed on a timetable for each guide:
1. Flowing of text in approximate order/space to determine overflow/underflow of copy.
Service Provider shall contact the Manager or designee if submitted content is too large
or to fit in the allocated space. Provide electronic pdf format for proof.
2. The City will edit the text from the CLASS download and submit to Service Provider for
text placement. Proof will be edited using Adobe Acrobat 7.0 Professional software.
3. The City will provide the Service Provider with the City's style guide for use with the
Recreation Guide.
4. Materials will be re-submitted to Service Provider for last corrections. Final proofs will
be submitted in electronic pdf format.
5. Service Provider will package the Recreation Guide for the printer. The Service Provider
shall provide a color proof to the printer and to the City. The printer will supply a blue
line and color proof. Once the City has signed off on the final proof, the City is
responsible for any errors and/or future changes requested after the Service Provider has
provided the final proof.
6. The Service Provider shall supply the city a disk with the following: electronic PDF
format and native files of the entire guide. The disk shall be delivered to the City at the
same time the printer receives the guide.
The Service Provider reserves no rights for the services listed in this agreement. The City can
reproduce the designated materials in any other published or electronic product. The Service
Provider may use the guide in their portfolio and use the City as a reference.
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EXHIBIT B
COSTS
The design rate is fifty-dollars ($50) per page. These services include: design, layout, proof,
photo scans, image placement, and preparing for print; emailing finished product (drafts or final)
to Communications staff, meeting with staff and receiving electronic information; meetings with
printers and travel to and from the printer.
The total cost for the production of three recreation guides is not to exceed $7,000. Any
exceptional expenses will be agreed by the Communication Manager in advance of the expense
being incurred.
The Service Provider shall submit invoices to the City after such services have been performed
and the City shall make payment within thirty (30) days after the submittal of each approved
invoice. Such invoice shall detail the hours worked and a description of the tasks performed.
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EXHIBIT C
TIME OF PERFORMANCE
Service Provider shall provide at a minimum 128 pages of work by September 1, 2007.
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